Registration of a new company
Incorporation of a local limited company in Hong Kong
Step 1 – Choose the type and name of company
Choose the type of company that best suits your company's purposes:
Company limited by shares - the liability of members is limited by the articles of association to the amount unpaid on the shares respectively held by them.
Company limited by guarantee - no share capital and the liability of members is limited by the articles of association to the amount that the members respectively undertake to contribute to the assets of the company in the event of its being wound up. Non-profit-making organisations are usually registered as guarantee companies.
Then, choose a name for the company. Please refer to the Guideline on Registration of Company Names for Hong Kong Companies (pdf Format) for the points to note when choosing a company name.
A company name that is the same as a name appearing in the index of company names kept by the Registrar of Companies ("the Registrar") will be rejected. A company name search may be conducted free of charge through our Cyber Search Centre or Company Search Mobile Service or at our Public Search Centre on the 13th floor of the Queensway Government Offices. Use the "Exact Name Search" mode and input the full and exact company name that you propose to register (use traditional Chinese characters for Chinese name).
A company name that may infringe the intellectual property rights ("IPR") of a third party should not be adopted. Infringement of the IPR of others may attract criminal or civil sanctions, either in Hong Kong or elsewhere. A search in the Trademark Register (http://ipsearch.ipd.gov.hk) maintained by the Intellectual Property Department should also be conducted.
Step 2 – Deliver application
Deliver the following documents with the correct fees either electronically through our "e-Registry" or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices:
A copy of the company's articles of association (samples are available for use at e-Registry); and
A Notice to Business Registration Office (IRBR1).
The registrability of a company name can only be confirmed after the application for incorporation has been processed by the Companies Registry. If the proposed company name(s) is/are incorrect or cannot be registered, the application may be rejected and the lodgement fee paid will not be refunded.
The application must meet all the requirements of the Companies Ordinance. The Companies Registry may require the provision of additional information or documents in support of the application.
If the founder member who signs the incorporation form is also a director, he/she should sign the "Consent to Act as Director" in the form. Other directors can either sign the Consent statement in the form or deliver Form NNC3 "Consent to Act as First Director" not later than 15 days after the date of incorporation of the company (“the prescribed time period”) for registration. If Form NNC3 is not delivered to the Registry for registration within the prescribed time period, the company, every responsible person of the company, and the founder member who signs the incorporation form, commit an offence, and each is liable to a fine and, for a continuing offence, to a further daily fine.
Step 3 – Collect Certificates
If the application is approved, download or collect the Certificate of Incorporation and Business Registration Certificate (“the Certificates”). The Certificates will be issued in electronic form or hard copy form, depending on the mode of delivery of the applications. Certificates in electronic form or hard copy form have the same legal effect.
Application delivered in electronic form
Electronic Certificates for private companies limited by shares will normally be issued within 1 hour. An email notification for download of the Certificates will be sent to the message box and registered email address of the registered user who delivers the application.
Application delivered in hard copy form
Certificates for companies limited by shares in hard copy form will normally be issued within 4 working days. The presentor will be notified by fax when the Certificates are ready for collection. The Certificates have to be collected in person at the Registry on presentation of the Notification of Collection of Certificate(s) and the identification document / company chop mentioned therein. If the presentor sends a representative to collect the Certificates, the representative has to produce a written authorisation from the presentor and the identification document stated in the written authorisation.
Step 4 – Obtain other permits or licences
Visit the website of the Trade and Industry Department for information on other licences, permits, certificates and approvals relevant to import and export operations and other business operations in Hong Kong.
For details, please refer to the following information pamphlets:
Registration of a non-Hong Kong company
A non-Hong Kong company is a company incorporated outside Hong Kong which has established a place of business in Hong Kong. It must apply for registration as a registered non-Hong Kong company within one month after the establishment of a place of business in Hong Kong.
Step 1 – Deliver documents
Deliver the following documents with the correct fees either electronically through our “e-Registry”or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices:
Form NN1 - Application for Registration as Registered Non-Hong Kong Company;
a certified copy of the instrument defining the company's constitution e.g. charter, statutes or memorandum and articles of association;
a certified copy of the company's certificate of incorporation (or its equivalent);
a certified copy of the company's latest published accounts; and
a Notice to Business Registration Office (IRBR2).
Step 2 – Collect Certificates
If the application is approved, download or collect the Certificate of Registration of Non-Hong Kong Company and the Business Registration CertificateNote (“the Certificates”). The Certificates will be issued in electronic form or hard copy form, depending on the mode of delivery of the applications. The Certificates can normally be issued within 10 working days. Certificates in electronic form or hard copy form have the same legal effect..
For electronic applications, an email notification for download of the Certificates will be sent to the message box and registered email address of the registered user who delivers the application.
For applications delivered in hard copy form, the presentor will be notified by fax when the Certificates are ready for collection. The Certificates have to be collected in person at the Registry on presentation of the fax notification and the identification document mentioned therein. A written authorisation will be required if the presentor sends a representative to collect the Certificates.
Note: The Business Registration Certificate will only be issued to a registered non-Hong Kong company which has not yet registered its business under the Business Registration Ordinance (Cap. 310).
For details, please refer to the following information pamphlets: